DIRECTORS’ REPORT 33 Hathway Cable & Datacom Limited Annual Report 2015-16 STANDALONE FINANCIAL STATEMENTS CORPORATE OVERVIEW BOARD OF DIRECTORS 5-YEAR HIGHLIGHTS NOTICE OF THE ANNUAL GENERAL MEETING DIRECTORS’ REPORT MANAGEMENT DISCUSSION & ANALYSIS REPORT ON CORPORATE GOVERNANCE STANDALONE FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS Dear Members, Your Directors have pleasure in presenting the 56th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016. 1. FINANCIAL & OPERATION OVERVIEW: a. Financial Highlights: Your Company’s performance during the year ended 31st March, 2016 as compared to the previous financial year, is summarized as below: (` In Crores) Particulars Consolidated Standalone 2015-16 2014-15 Growth (%) 2015–16 2014–15 Growth (%) Operating & Other Income 2,105.13 1,858.74 13.26 1,193.30 1,038.10 14.95 Earnings before interest, depreciation, amortization & taxes 412.19 287.07 43.59 210.95 153.95 37.03 Finance Cost 137.49 153.50 (10.43) 90.76 105.76 (14.18) Depreciation & Amortization 373.20 323.83 15.25 248.07 222.88 11.30 Impairment of Tangible / Intangible Assets 6.42 4.10 56.59 6.42 4.09 56.97 Goodwill on consolidation written off - 3.77 (100.00) - - - Prior Period Expenses (Net) 1.70 (0.92) (284.78) 0.69 0.27 155.56 Exceptional Items 3.75 (50.65) (107.40) 36.35 (3.84) (1046.61) Amount transferred on change in stake in Subsidiaries/Joint Ventures 18.40 7.62 141.47 - - - Minority Interest (29.84) (13.94) 114.06 - - - Profit/(Loss) Share of Associates 1.12 0.40 180.00 - - - Excess/Short provision for taxation in earlier years (1.99) 0.93 2.92 - - - Provision for Taxation – MAT Credit, Current Tax, Deferred Tax & (Excess)/Short provision for taxation in earlier years 42.43 27.04 56.92 - - - Net Profit/(Loss) (163.13) (180.45) 9.60 (171.34) (175.22) 2.21 During the year under review, the total income of your Company was ` 1,193.30 Crores on a standalone basis and ` 2,105.13 Crores on a consolidated basis as compared to the previous financial year’s total income of ` 1,038.10 Crores on a standalone basis and ` 1,858.74 Crores on a consolidated basis. The net loss for the year under review, after taxation and exceptional items, stood at ` 171.34 Crores on a standalone basis and ` 163.13 Crores on a consolidated basis. DIRECTORS’ REPORT Your Company offers cable television services across 200+ cities and towns servicing through 23 digital headend
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DIRECTORS’ REPORT - Hathway · Marathi Talkies. Your Company also has more than 20 local cable channels including Music channel, Hathway CCC, Hathway Shoppe, H-tube, Hathway Life,
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DIRECTORS’ REPORT
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Dear Members,Your Directors have pleasure in presenting the 56th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.
Goodwill on consolidation written off - 3.77 (100.00) - - -Prior Period Expenses (Net) 1.70 (0.92) (284.78) 0.69 0.27 155.56Exceptional Items 3.75 (50.65) (107.40) 36.35 (3.84) (1046.61)Amount transferred on change in stake in Subsidiaries/Joint Ventures
18.40 7.62 141.47 - - -
Minority Interest (29.84) (13.94) 114.06 - - -Profit/(Loss)ShareofAssociates 1.12 0.40 180.00 - - -Excess/Short provision for taxation in earlier years
(1.99) 0.93 2.92 - - -
Provision for Taxation – MAT Credit, Current Tax, Deferred Tax & (Excess)/Short provision for taxation in earlier years
42.43 27.04 56.92 - - -
NetProfit/(Loss) (163.13) (180.45) 9.60 (171.34) (175.22) 2.21 During the year under review, the total income of your Company was ` 1,193.30 Crores on a standalone basis and
`2,105.13Croresonaconsolidatedbasisascomparedtothepreviousfinancialyear’stotalincomeof̀ 1,038.10 Crores on a standalone basis and ` 1,858.74 Crores on a consolidated basis. The net loss for the year under review, after taxation and exceptional items, stood at ` 171.34 Crores on a standalone basis and ` 163.13 Crores on a consolidated basis.
DIRECTORS’ REPORT
Your Company offers cable television services across 200+ cities and towns servicing through 23 digital headend
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b. Operational Highlights: Your Company has now reached over 10.6 million
digital subscribers out of which 2.2 million subscribers digitized during current financial year.As a result,87% of universe is digitalized and now the Company is one of the leading Multi System Operator (MSO) with highest digital subscribers in India.
Your Company offers cable television services across 200+ cities and towns servicing through 23 digital headend. To promote advertisements aired on cable channels, your Company introduced 4 new cable channels namely DJAY, Lamhe, Home Theatre & Marathi Talkies. Your Company also has more than 20 local cable channels including Music channel, Hathway CCC, Hathway Shoppe, H-tube, Hathway Life, Hathway Movies and Hathway Entertainment etc.
Your Company holds a pan India Internet Service Provider(ISP)licenseandisthefirstcabletelevisionservice provider to offer broadband internet services. It has its presence in 22 cities across India with around 3.3 million two-way broadband enabled homes passed and 0.627 million broadband customers as on 31st March, 2016. This makes your company India’s largest & leading cable broadband services provider.
Your Company has won several awards in the past year including “Most Outstanding National MSO for implementation of DAS” award by the BCS Ratna Awards 2016.
(i) CABLE TV BUSINESS:
DAS III The Company has digitized 2.2 million customers in DAS
IIIarea incurrentfinancialyearandnowyourcompanyhas 4 million digital subscribers in DAS III markets. During the year, Company has expanded the foot print in Sikkim, West Bengal, Karnataka, Madhya Pradesh and Maharashtra.
ROBUST BACKEND, BILLING & IT SYSTEM During the year, your Company has launched robust Billing
& IT System, which enabled to launch prepaid payment method for Company’s direct subscribers. Your Company has also launched self-care portal on web, android and IOS platform. These initiatives have enhanced customer’s experience and have provided them liberty to manage theirconnectionefficiently.Thisalsoyieldedasignificantimprovementinefficiencyincludinghighercollectionspersubscriber and has enhanced manpower productivity, this freedupsignificantmanpower tobe re-deployed inrevenue enhancement initiatives.
Your Company has recently implemented an online portal for the Local Cable Operator (LCOs); christened “Hathway
Connect”, which provide complete transparency to LCO about his customers and would facilitate managing its business efficiently and independently. This LCO portalis an extension of Hathway’s backend system which supports LCO to service customer in real time, comply with Quality of Service guidelines, generate bills, receipts and reports etc.
LCO portal support automated pre-defined messagesto customer to remind for payments, offers, schemes, greetings and also support dunning. This LCO portal supports packed wise share to be paid. LCO portal has also enabled making online payment through net banking, credit cards, debit cards, cash card and mobile wallets.
NEW PACKAGING YourCompanyhasintroducedsimplifiedpackagestructure
whereby customer can customize pack by choosing from the 6 Genre Add ons and 7 Regional Language Add ons packswithbaseFTApack.Thepackagingisafirstofitskind initiative for Cable Customers. To simplify selection of package, there are only 2 pre-customized packs for the customers. New packaging will not only help consumers to opt channel of their choice, but it will also help company to enhance its revenues. Your company has also increasedHighDefinition(HD)channelstoapproximately50 Channels in the all major cities.
(ii) BROADBAND BUSINESS:
The broadband reach of your Company is about 3.3 million homes where it can offer our services. This makes us the largest MSO providing such services in the country. Your Company is a Category-A ISP and it covers both retail and corporate segments. Apart from continuous expansion in Delhi, Bangalore and Hyderabad, your company has also expanded footprint in Indore and Kolkata for offering high speed broadband services.
YOUR COMPANY HAS NOW REACHED OVER 10.6 MILLION DIGITAL SUBSCRIBERS OUT OF WHICH 2.2 MILLION SUBSCRIBERS DIGITIZED DURING CURRENT FINANCIAL YEAR. AS A RESULT, 87% OF UNIVERSE IS DIGITALIZED AND NOW THE COMPANY IS ONE OF THE LEADING MULTI SYSTEM OPERATOR (MSO) WITH HIGHEST DIGITAL SUBSCRIBERS IN INDIA.
DIRECTORS’ REPORT
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India has around 19.98 million wireline broadband subscribers as on 31st December, 2016 (As per revised definition i.e. a customer having minimum speed of512 kbps). Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 106 million CATV homes.
As of 31st March, 2016, your Company has over 0.63 million broadband subscribers with the ARPU of ` 670/-, which makes us the largest MSO in the country having highest number of broadband subscribers with an all India rank of being the 5th largest ISP Company in the country. With a high quality and high capacity HFC Network, your Company is well placed to garner a larger share of the growing broadband market. Your Company successfully implemented DOCSIS 3.0 high speed broadband service in many cities for broadband business and has received a good response to the same across Mumbai, Bangalore, Pune, Hyderabad and Delhi. At present, we are providing 50 Mbps speed to our DOCSIS 3.0 customers and we are further augmenting our network to provide 100 MBPS speed in future.
Your Company has also launched GPON Fibre to home services in Kolkata with ZTE as technology partner. Using this latest technology, your Company has built capability for providing up to 1 GBPS speed on mass scale. We will be gradually implementing this technology for premium consumers in other markets also.
Your company has also upgraded subscriber management system to QPS. This is latest and one of the best available global technology from CISCO. This also makes your Company’s business model more sustainable and gives all of you healthy return of income. Your company has also renewed association with international Lawn Tennis player Ms. Sania Mirza as brand ambassador to ensure that there is further improvement of customer perception about our services.
c) Consolidated Accounts:
TheconsolidatedfinancialstatementsofyourCompanyfor the financial year 2015-2016 are prepared incompliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by the Securities and Exchange Board of India (SEBI).
d) Report on performance of subsidiaries, associates and joint venture Companies:
A statement containing the performance and financialposition of each of the subsidiaries, associates and joint venture companies for the year ended 31st March, 2016 is given pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014 in AOC-1 in Annexure-I to this report.
Details of Companies/entities which have become or ceased as subsidiary company, associates and joint ventures, during the year under review, are as under:
Name of the Company Relationship with the Company Details of changes Date of changeGTPL KCBPL Broad Band Pvt. Ltd.
Subsidiary Company Became subsidiary of GTPL Hathway Private Limited
14.03.2015
GTPL Junagadh Network Pvt Ltd
Subsidiary Company Became subsidiary of GTPL Hathway Private Limited
15.03.2016
GTPL Deesha Cable Net Pvt Ltd
Subsidiary Company Became subsidiary of GTPL Hathway Private Limited
17.09.2015
GTPL Kaizen Infonet Pvt. Ltd
Wholly Owned Subsidiary Company
Acquired 100% shares 01.04.2015
GTPL Meghana Distributors Pvt. Ltd.
Wholly Owned Subsidiary Company
Acquired 100% shares 17.11.2015
GTPL Abhilash Communication Pvt. Ltd.
Subsidiary Company Became subsidiary of GTPL Hathway Private Limited
15.06.2015
GTPL Chelikam Networks (India) Pvt. Ltd.
Subsidiary Company Became subsidiary of GTPL Hathway Private Limited
23.05.2015
Vizianagar Citi Communications P. Ltd.
Subsidiary Company Became subsidiary of GTPL Hathway Private Limited
01.11.2015
The financial statements of the subsidiary companiesand related information are available for inspection by themembersattheRegisteredOfficeofyourCompanyduring business hours on all days except Saturdays, Sundays and public holidays up to the date of the
Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statementsmaywritetotheCompanySecretaryattheRegisteredOfficeof your Company.
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e) Management Discussion and Analysis:
The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry overview, business overview, performance review in Cable television business and broadband business, key growth drivers, Opportunities and threats, risks and concerns, internal control systems and its adequacy and Human Resource.
f) Dividend:
Considering the losses incurred during the year under review, your Directors have not recommended any dividendforthefinancialyearunderreview.
g) Transfer to reserves:
In view of losses incurred during the year under review, your Directors have not recommended transfer of any amounttoreservesduringthefinancialyearunderreview.
h) Revisionoffinancialstatement:
Therewasnorevisionofthefinancialstatementsfortheyear under review.
i) Deposits:
Your Company has not accepted any public deposits during the year under review within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
h) Disclosures under section 134(3)(l) of the Companies Act, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of thefinancialyearoftheCompanyanddateofthisreport.
i) Disclosure of Internal Financial controls:
The Company’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financialand operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company hasawell-defineddelegationofpowerwithauthoritylimitsfor approving revenue as well as expenditure. It uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting and management information purposesandconnects todifferent locations for efficientexchange of information. It has continued its efforts to align all its processes and controls with global best practices.
In continuation of Company’s plan for implementation of internalfinancialcontrolduringPhaseII,themanagementhad appointed an external consultant and formed an Internal Team to document and evaluate the design, adequacy and operating effectiveness of the Internal Financial Controls of the Company. Entity Level Control framework document has been documented. The documentation of process maps and key controls has been completed for all material operatingprocesses.Further,duringfinancialyear2015-16, management testing has been conducted on a sample basis for all key processes and remedial action has been taken or agreed upon with a finite closure date wherecontrol weaknesses were identified. The ManagementAudit Team (MAT) has also conducted a review of the Internal Financial Controls and remedial action has been takenoragreeduponwithafiniteclosuredatewhere incontrolweaknesseswereidentified.
Thereisnomaterialfinancialcontrolsrelatedobservationsoutstanding as at March 31, 2016.
Based on the above, the management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.
j) Particulars of loans, guarantees, investments and securities:
The Company being engaged in the business of providing infrastructure facilities, the provisions of Section 186 of the Companies Act, 2013 are not applicable and accordingly, disclosure of details with respect to investment made, loan given, guarantee given and security made during the Financial Year 2015-16 in terms of Section 186(4) of the Act is not applicable.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Brahmal Vasudevan (DIN 00242016), Independent Director of the Company resigned from the Board w.e.f January 13, 2016.
In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors is liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rajan Raheja (DIN: 00037480), shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend the same for your approval.
Mr. Ganapathy Subramaniam resigned from the Board asChiefFinancialOfficerw.e.f12thFebruary,2016andMr.VineetGargsucceededhimasChiefFinancialOfficerwith immediate effect i.e. w.e.f 12th February, 2016.
DIRECTORS’ REPORT
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b. DECLARATIONS BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors under Section 149(6) of the CompaniesAct,2013confirmingtheirindependencevis-à-vis the Company.
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
A. BOARD MEETINGS: TheBoardofDirectorsmet6 timesduring thefinancial
year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
The dates on which the Board of Directors met during the financialyearunderreviewareasunder:
Sr. No. Date of the Board Meeting1 29th May, 20152 11th August, 20153 15th October, 20154 6thNovember, 20155 26th November, 20156 12th February, 2016
b. DIRECTOR’S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013,
in relation to the audited financial statements of theCompany for the year ended 31st March, 2016, the Board ofDirectorsherebyconfirmthat:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for that year;
c. proper and sufficient care was taken for themaintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to befollowedbytheCompanyandthatsuchinternalfinancialcontrols are adequate and were operating effectively.
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
c. NOMINATION AND REMUNERATION COMMITTEE: Consequent upon resignation of Mr. Brahmal Vasudevan
from the Board w.e.f 13th January, 2016, the Nomination and Remuneration Committee was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the Reconstituted committee is as under:
Sr. No. Name of the Member Designation1 Mr. Sasha Mirchandani Chairman2 Mr. Viren Raheja Member 3 Mr. Akshay Raheja Member 4 Mr. Sridhar Gorthi Member 5 Mr. Devendra Shrotri Member
The Board of Directorshas in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
d. AUDIT COMMITTEE: Consequent upon resignation of Mr. Brahmal Vasudevan
from the Board w.e.f 13th January, 2016, the Audit Committee was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Reconstituted Audit Committee comprises of:
Sr. No. Name of the Member Designation1 Mr. Sridhar Gorthi Chairman2 Mr. Viren Raheja Member 3 Mr. Sasha Mirchandani Member 4 Mr. Devendra Shrotri Member 5 Ms. Ameeta Parpia Member
The scope and terms of reference of the Audit Committee are in accordance with section 177 of the Companies Act, 2013, Audit Charter adopted by the Board of Directors in their meeting held on 11th February, 2015 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.
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e. STAKEHOLDERS RELATIONSHIP COMMITTEE: Pursuant to Section 178 of the Companies Act, 2013, the
Board of Directors of the Company has reconstituted the Stakeholder’s Relationship Committee, comprising of:
Sr. No. Name of the Member Designation1 Mr. Vinayak Aggarwal Chairman2 Mr. Viren Raheja Member 3 Mr. Jagdishkumar G. Pillai Member
The Company Secretary acts as the Secretary of the Stakeholders’ Relationship Committee.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of Company has pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financialstatementsandreports,etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.
Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
g. RISK MANAGEMENT POLICY: The Board of Directors of the Company has designed
Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequencesontheCompany’sbusinessesanddefineastructured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
h. CORPORATE SOCIAL RESPONSIBILITY POLICY: As per the provisions of Section 135 of the Companies
Act, 2013read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and any amendment thereof, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:
Sr. No. Name of the Member Designation1 Mr. Devendra Shrotri Chairman2 Mr. Jagdishkumar G. Pillai Member 3 Mr. Vinayak Aggarwal Member
The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSRCommittee. Since the Company has no profits inpreceding3financialyears,noamountwas required tobe spent for corporate social responsibility activities.
The CSR Policy of the Company is available on the Company’s website and can be accessed in the link provided herein below:
i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
The performance of the Board of Directors and its Committees, individual Directors was evaluated in the meeting of the Board of Directors held on 12th February, 2016 and the same was recorded as satisfactory.
j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial yearunder reviewandStatement containing theparticulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - II.
4. AUDITORS AND REPORTS The matters related to Auditors and their Reports are as
under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016:
The observations made by the Statutory Auditors in their reportforthefinancialyearended31stMarch2016readwith the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2016:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to issueSecretarialAuditReportforthefinancialyear2015-16.
Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year2015-16 formspart to this reportand thesame is attached as Annexure - III.
DIRECTORS’ REPORT
39Hathway Cable & Datacom Limited
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In Secretarial Audit Report, M/s. Rathi and Associates quoted the following observation:
Pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not given the prior intimation to the Stock Exchanges(s) for convening the Board Meeting on 12th February, 2016. However, the Company has filed a letter dated 2nd March, 2016 with the stock exchanges requesting for taking a lenient and sympathetic view of the said omission.
In this regard, the Board of Directors would like to state that said intimation was duly prepared and signed by the Company Secretary of the Company. However, the said intimation could not be sent to the exchange due to oversight on the part of the concerned staff. The said omission in sending of the intimation to the exchange was purely unintentional and occurred inadvertently.
c. RATIFICATION OF APPOINTMENT OF AUDITORS: Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. G. M. Kapadia & Co, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of 3 years. However, their appointment as Statutory Auditors of the Companyshallberequiredtoberatifiedbythemembersat the ensuing Annual General Meeting. The Company has receiveda confirmation from thesaidAuditors thattheyarenotdisqualified toact as theAuditorsandareeligibletoholdtheofficeasAuditorsoftheCompany.
Necessaryresolutionforratificationofappointmentofthesaid Auditors is included in the Notice of AGM for seeking approval of members.
d. COST AUDITORS: Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with Notifications/Circulars issued by theMinistry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 26th May, 2016, appointed M/s. Ashok Agarwal & Co, Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-2017. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by themembers at theensuing Annual General Meeting would not be exceeding ` 5,75,000/- (Rupees Five Lakh Seventy Five Thousand only) plus reimbursement of out of pocket expenses, if any. The CostAuditReportwillbefiledwithinthestipulatedperiodof180daysfromtheclosureofthefinancialyear.
5. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the
Companies Act, 2013, extract of the Annual Return for thefinancialyearended31stMarch,2016madeunderthe provisions of Section 92(3) of the Act is attached as Annexure - IV which forms part of this Report.
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - V which forms part of this Report.
c. RELATED PARTY TRANSACTIONS: During the financial year 2015-16, your Company has
entered into transactionswith related parties as definedunder Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details)Rules, 2014 and any amendment thereof, which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 34(3) and 53(f) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2015-16, there were no transactions withrelated parties which qualify as material transactions under the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):
All elements of remuneration package such as salary, benefits,bonuses, stock options, pension, etc., of all the directors (Applicable only in case of Managing Director)
` 227.45 Lacs
Details of fixed component andperformance linked incentives along with the performance criteria
Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable
-
PBHathway Cable & Datacom Limited
Annual Report 2015-16
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6. GENERAL: Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of sweat equity shares to employees of the Company as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
4. Issue of equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.
5. Instances of exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014
6. Payment of remuneration or commission from any of its Holding or subsidiary Companies to the Managing Director or the Whole-time Directors of the Company.
7. Significant or material orders passed by theRegulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.
8. Cases filedpursuant to theSexualHarassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
9. There were no frauds reported by the Auditor of the Company pursuant to sub-section 12 of Section 143 of the Companies Act, 2013.
7. ACKNOWLEDGEMENTS AND APPRECIATION: Your Directors take this opportunity to thank the
customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Centraland State Governments for their consistent support and encouragement to the Company.
For and on behalf of the Board
Jagdishkumar G. Pillai Vinayak Aggarwal Managing Director & CEO Director DIN 00036481 DIN 00007280
Date: 26/05/2016 Place: Mumbai
RegisteredOffice Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai 400054
DISCLOSURE FOR RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND OTHER DETAILS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Median Remuneration: ` 6,63,000 per annum
Director:Remuneration paid to Managing Director & CEO: ` 2,27,44,999 per annum
Remuneration of Director/ KMP for financial year 2015-16 (Amount in `)
% increase in Remuneration in the Financial Year 2015-16
Ratio of remuneration of each Director/ to median remuneration of employees
Comparison of the Remuneration of the Directors/KMP against the performance of the Company
1. Mr. Jagdishkumar G. Pillai, Managing Director & CEO
2,27,44,999 17.56 34.31 The standalone turnover of the Company has increased from ` 1,038.10 Crores to ` 1,193.30 Crores and the consolidated turnover of the Company has increased from ` 1,858.74 Crores to ` 2,105.13 at endofthefinancialyearended31stMarch, 2016. The remuneration of Managing Director is ` 2,27,44,999 as compared to remuneration of Key managerial personnel (CS,CFO) aggregating to ` 1,40,89,582.
2. Mr. G. Subramaniam, Former Chief Financial Officer(01/04/2015to12/02/2016)
87,63,394 1.90 13.22
3. Mr. Vineet Garg, Chief Financial Officer(12/02/2016to31/03/2016)
9,88,621 0 1.49
4. Mr. Ajay Singh, Head-Legal, Company Secretary & Chief ComplianceOfficer
4,337,567 58.75 6.54
*Note 1: Remuneration paid only to Managing Director & CEO & not to other directors.
Note 2: The key parameters for component of remuneration availed by the directors are (i) Fixed Components: Basic Salary, Contribution to Provident Fund & Allowances (ii) Variable components: Performance incentives & Long term incentives.
There were 599 permanent employees on the rolls of the Company.
Variations in themarket capitalizationof theCompany,priceearning ratioasat theclosingdateof thecurrent financial yearandpreviousfinancialyearandpercentage increaseoverdecrease inthemarketquotationsof thesharesof theCompany incomparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies,thevariationsinthenetworthoftheCompanyasatthecloseofthecurrentfinancialyearandpreviousfinancialyear:
As on 31st March, 2016(Current F.Y.)
As on 31st March, 2015(Previous F.Y.)
Market Capitalisation ` 3,218.17 Crores ` 4,069.42 CroresPrice Earnings Ratio Not Applicable Not Applicable
ANNEXURE II
DIRECTORS’ REPORT
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As on 31st March, 2016 (Current F.Y.) As on 31st March, 2015 (Previous F.Y.)Percentage increase over decrease in the market quotations of the shares of the Company as compared with last public offer rate
As on Market Value
(`)
Face Value
(`)
% increase
Year on Year %
increase
As on Market Value
(`)
Face Value
(`)
% increase
Year on Year %
increase
31.03.2016 38.75 2.00 -19.27 -20.92 31.03.2015 49.00 2.00 2.08 1.10Rate at which the Company came out with the last public offer
` 240/- [on 19.02.2010 & Face Value ` 10] ` 240/- [on 19.02.2010 & Face Value ` 10]
Averagepercentileincreasealreadymadeinthesalariesofemployeesotherthanthemanagerialpersonnelinthelastfinancialyearanditscomparisonwiththepercentileincreaseinthemanagerialremunerationandjustificationthereofandpointoutifthereare any exceptional circumstances for increase in the managerial remuneration:24%
Percentile increase in the managerial remuneration: 17.56%
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:
Highest paid Director Employees other than directors receiving remuneration in excess of the highest paid Director
Ratio of remuneration
Name of Director Remuneration received Name of Employee Remuneration receivedNot Applicable
President 08-Dec-14 13,900,000 51 18 B. Com Star India Private Limited-Executive Vice
President
11 Dulal Banerjee Executive Vice President
01-Nov-99 7,985,500 45 22 ICWA Indusind Media &
Communication-Senior
Executive
12 K K Sarathy Executive Vice President
30-Mar-15 7,132,796 45 25 B.Sc., M.Com, MBA Tata Teleservices Limited-MBU,
CSD Head
1. The contractual terms of Mr. Jagdish Kumar G. Pillai are governed by the resolution passed by the shareholders through postal ballot on 18th December, 2015.
2. None of the employees mentioned above are related to any of the Directors of the Company within the meaning of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
3. None of the employees mentioned above hold more than 2% of the shares of your Company, along with their spouse and dependent children.
4. All appointments are contractual and terminable by notice on either side.
5. Remuneration includes salary, bonus, commission, various allowance, contribution to provident fund and superannuation fundandtaxablevalueofperquisitesbutexcludingprovisionforgratuityandleaveencashment.
DIRECTORS’ REPORT
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Annual Report 2015-16
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B. Employees employed for the part of the year and were paid remuneration during the financial year 2015-16 at a rate which in aggregate was not less than ` 5 Lakhs per month:
Sr. No.
Name Designation Date of Joining
Remuneration Age (years)
Experience (Years)
Qualification Last employment and designation held
1 G. Subramanium Chief Financial Officer
04-Dec-10 11,156,403 59 33 CA, Grad CWA
Mumbai International Airports Private Limited- Director, Finance
2 S. Rajaraman Sr. Vice President (CATV-Commercial Operations)
27-Apr-15 6,494,445 40 19 CA Vijay Television Private Limited- Vice President, Finance
1. None of the employees mentioned above are related to any of the Directors of the Company within the meaning of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
2. None of the employees mentioned above hold more than 2% of the shares of your Company, along with their spouse and dependent children.
3. All appointments are contractual and terminable by notice on either side.
4. Remuneration includes salary, bonus, commission, various allowance, contribution to provident fund and superannuation fundandtaxablevalueofperquisitesbutexcludingprovisionforgratuityandleaveencashment.
5. Ceased to be an employee during the year.
6. Appointed as an employee during the year.
For and on behalf of the Board
Jagdishkumar G. Pillai Vinayak AggarwalManaging Director & CEO DirectorDIN 00036481 DIN 00007280
Date: 26/05/2016 Place: Mumbai
Registered Office Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road,Santacruz West, Mumbai 400054CIN: L64204MH1959PLC011421Tel No. 022-26001306 Fax No. 022-26001307Mail: [email protected] website: www.hathway.com
53Hathway Cable & Datacom Limited
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ANNEXURE III
SECRETARIAL AUDIT REPORT [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED 31STMARCH, 2016
To,The MembersHATHWAY CABLE AND DATACOM LIMITEDRahejas, 4th Floor, Corner of Main Avenue, & V.P. Road, Santacruz (West), Mumbai – 400 054
Dear Sirs,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Hathway Cable and Datacom Limited (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
BasedonourverificationoftheCompany’sbooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompanyandalsotheinformationprovidedbytheCompany,itsofficers,agentsandauthorizedrepresentativesduringtheconduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
1. Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbyHathwayCableand Datacom Limited (hereinafter called “the Company”) as given in Annexure I, for the Financial Year ended on 31st March, 2016, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
i. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (effective upto 14th May 2015) and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015(with effect from 15th May 2015); and
ii. TheSecuritiesandExchangeBoardofIndia(SubstantialAcquisitionofSharesandTakeovers)Regulations,2011;
2. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’) were not applicable to the Company under the Financial Year under report:-
(i) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(ii) TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations,2009;
(iii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(iv) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;
3. Provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of ExternalCommercialBorrowingswerenotattractedtotheCompanyunderthefinancialyearunderreport.
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4. We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws specificallyapplicabletotheCompany:
1. Cable Television Networks (Regulation) Act, 1995, Cable Television Network (Regulation) Rules, 1994 and Content CertificationRules,2008;
2. The Cinematography Act, 1952;
3. Telecom Regulatory Authority of India Act, 1997;
4. Indecent Representation of Women (Prohibition) Act, 1986.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and
(ii) The Listing Agreements entered into by the Company with Stock Exchange(s) (upto 30th November, 2015) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective from 1stDecember, 2015);
During the financial year under report, the Company has complied with the provisions of theAct, Rules, Regulations,Guidelines, Standards, etc. mentioned above subject to following observation:
PursuanttoRegulation29oftheSecuritiesandExchangeBoardofIndia(ListingObligationsandDisclosureRequirements)Regulations, 2015, the Company has not given the prior intimation to the Stock Exchange(s) for convening the Board meeting on12thFebruary,2016.However,theCompanyhasfiledaletterdated2ndMarch,2016withthestockexchangesrequestingfor taking a lenient and sympathetic view of the said omission.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including one woman director in compliance with the provisions of the Companies Act, 2013.
AdequateNoticeisgiventoallDirectorstoscheduletheBoardmeetings,agendaanddetailednotesonagendaweresentatleastsevendaysinadvanceandasystemexistsforseekingandobtainingfurtherinformationandclarificationsontheagendaitemsbefore the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting member’s views, if any, are captured and recorded as part of the Minutes.
WefurtherreportthatthereareadequatesystemsandprocessesintheCompanycommensuratewiththesizeandoperationsofthe Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
The Company has not undertaken any event/ action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.
3. Minutes of the Board of Directors and Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee of the Company along with the respective Attendance Registers for meetings held during the Financial Year under report;
4. Minutes of General Body Meetings/ Postal Ballot(s) held during the Financial Year under report;
5. Proof of circulation and delivery of notice, agenda and notes to agenda for Board and Committee Meetings.
- Register of Contracts with related party and contracts and Bodies etc. in which directors are interested (Form No. MBP-4)
- Register of Charges (Form No. CHG-7);
9. Copies of Notice, Agenda and Notes to Agenda papers submitted to all the directors/members for the Board Meetings and Committee Meetings as well as resolutions passed by circulation;
10. Declarations received from the Directors of the Company pursuant to the provisions of Section 184(1), Section 164(2) and Section 149(7) of the Companies Act, 2013;
11. Intimations received from directors under the prohibition of Insider Trading Code;
12. e-FormsfiledbytheCompany,fromtimetotime,underapplicableprovisionsoftheCompaniesAct,2013andattachmentsthereof during the Financial Year under report;
13. Intimations/documents/reports/returnsfiledwiththeStockExchangespursuanttotheprovisionsofListingAgreemententered with the Stock Exchanges and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations,2015duringthefinancialyearunderreport;
14. E-mails evidencing dissemination of information related to closure of Trading window;
15. Internal Code of Conduct for prevention of Insider Trading by Employee/Directors/ Designated Persons of the Company;
16. Compliance Certificate placed before the Board of Directors from time to time; Quarterly Related Party Transactionsstatements;
17. DocumentsfiledwithStockExchanges;
18. Details of Sitting Fees paid to all directors for attending the Board Meetings and Committees.
DIRECTORS’ REPORT
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ANNEXURE – II
To,The MembersHATHWAY CABLE AND DATACOM LIMITED Rahejas, 4th Floor, Corner of Main Avenue, & V.P. Road, Santacruz (West), Mumbai – 400054
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectnessofthecontentsoftheSecretarialrecords.Theverificationwasdoneontestbasistoensurethatcorrectfactsarereflectedinsecretarialrecords.Webelievethattheprocessesandpracticesthatwefollowedprovideareasonablebasisfor our opinion.
4. Whereeverrequired,wehaveobtainedtheManagementrepresentationaboutthecomplianceoflaws,rulesandregulationsand happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.Ourexaminationwaslimitedtotheverificationofproceduresontestbasis.
6. TheSecretarialAuditreportisneitheranassuranceastothefutureviabilityofthecompanynoroftheefficacyoreffectivenesswith which the management has conducted the affairs of the company.
CIN : L64204MH1959PLC011421Registration Date : 07th August 1959Name of the Company : Hathway Cable & Datacom LimitedCategory / Sub-Category of the Company : Public Limited CompanyAddress of the Registered office and contact details :
Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road,Santacruz West, Mumbai 400054
Whether listed company : Yes / NoName, Address and Contactdetails of Registrar and Transfer Agent, if any :
iii. CHANGE IN PROMOTERS’ SHAREHOLDING: Since there was no change in Promoters’ Shareholding during the financial year 2015-16, the below information is not applicable.
Sr. No.
Name Shareholding Date Increase/ Decrease in
shareholding
Reason Cumulative Shareholding during the year
(01-04-15 to 31-03-16)No. of Shares at the
beginning (01-04-15)/end of the year(31-03-16
% of total shares of the
Company
No. of Shares % of total shares of the
Company
N.A
iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):
Sr. No.
Name Shareholding Date Increase/ Decrease in
shareholding
Reason Cumulative Shareholding during the year (01-04-15 to
5 Mr. Sridhar GorthiChairman & Non-Executive Independent Director
0 0.00 01/04/2015 0 -0 0.00 31/03/2016 0 0.00
6 Mr. Vinayak AggarwalNon-Executive Director
0 0.00 01/04/2015 0 -0 0.00 31/03/2016 0 0.00
7 Mr. Sasha MirchandaniNon-Executive Independent Director
0 0.00 01/04/2015 0 -0 0.00 31/03/2016 0 0.00
8 Mr. Biswajit SubramanianNon-Executive Director
0 0.00 01/04/2015 0 -0 0.00 31/03/2016 0 0.00
9 Mr. Devendra ShrotriNon-Executive Independent Director
0 0.00 01/04/2015 0 -0 0.00 31/03/2016 0 0.00
10 Ms. Ameeta ParpiaNon-Executive Independent Director
27,315 0.00 01/04/20150 No change
during the year
0 0.00
27,315 0.00 31/03/2016 27,315 0.00
II INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(in `)Secured Loans
excludingdeposits
UnsecuredLoans
Deposits TotalIndebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 10,840,058,108 24,000,000 - 10,864,058,108ii) Interest due but not paid - - - -iii) Interest accrued but not due 63,935,156 784,701 - 64,719,857Total (i+ii+iii) 10,903,993,264 24,784,701 - 10,928,777,965Change in Indebtedness during the financial year• Addition 7,552,079,540 1,000,000,000 - 8,552,079,540 • Reduction 3,580,052,078 - - 3,580,052,078 Net Change 3,972,027,462 1,000,000,000 - 4,972,027,462Indebtedness at the end of the financial yeari) Principal Amount 14,812,085,570 1,024,000,000 - 15,836,085,570ii) Interest due but not paid - - - -iii) Interest accrued but not due 84,578,628 8,365,753 92,944,381Total (i+ii+iii) 14,896,664,199 1,032,365,753 - 15,929,029,951
DIRECTORS’ REPORT
71Hathway Cable & Datacom Limited
Annual Report 2015-16
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III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(in `)Sl.No.
Particulars of Remuneration Name of Managing Director Total Amount
Mr. Jagdishkumar G. Pillai -
1 Gross salary - -
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
1,94,95,347 1,94,95,347
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961
- -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit - -
- others, specify- Incentive 25,00,000 25,00,000
5 Others, please specify-Provident Fund 7,49,652 7,49,652
Total (A) 2,27,44,999 2,27,44,999
Ceiling as per the Act
From 01/04/2015 to 20/12/2015 (Exempted as per General Circular No. 07/2015 dated 10 April, 2015)
1,02,94,700 1,02,94,700
From 21/12/2015 to 31/03/2016* 39,77,498 39,77,498
* Kindly refer note no. 4.29 of Notes to Standalone Financial Statements.
B. REMUNERATION TO OTHER DIRECTORS: None of the other Directors receive remuneration except sitting fees.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
(in `)Sl. No.
Particulars of Remuneration Key Managerial Personnel
5 Others, please Specify: Provident Fund Exempt from tax (Incl. PF)
7,49,652 1,48,800 3,06,165 34,035 12,38,652
Total 2,27,44,999 43,37,567 87,63,394 9,88,621 3,68,34,581
73Hathway Cable & Datacom Limited
Annual Report 2015-16
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IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were neither any penalties/punishment levied on the Company nor the compounding of offences was done during the year under review.
For and on behalf of the Board
Jagdishkumar G. Pillai Vinayak Aggarwal Managing Director & CEO Director DIN 00036481 DIN 00007280
Date: 26/05/2016 Place: Mumbai
Registered OfficeRahejas, 4th Floor, Corner of Main Avenue & V. P. Road,Santacruz West, Mumbai 400054CIN: L64204MH1959PLC011421 Tel No. 022-26001306 Fax No. 022-26001307Mail: [email protected] website: www.hathway.com
DIRECTORS’ REPORT
73Hathway Cable & Datacom Limited
Annual Report 2015-16
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(A) Conservation of energy:
Steps taken or impact on conservation of energy Not ApplicableSteps taken by the company for utilizing alternate sources of energyCapital investment on energy conservation equipment
(B) Technology absorption:
Efforts made towards technology absorption Not ApplicableBenefits derived like product improvement, cost reduction, product development or import substitutionIn case of imported technology (imported during the last three years reckoned from the beginning of the financial year):Details of technology imported Not ApplicableYear of importWhether the technology has been fully absorbedIf not fully absorbed, areas where absorption has not taken place, and the reasons thereofExpenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo:
1st April, 2015 to31st March, 2016
[Current F.Y.]
1st April, 2014 to 31st March, 2015
[Previous F.Y.]Amount (` In Crores) Amount (` In Crores)